BYLAWS OF
 
                                 ZIPREALTY, INC.
 
                     ARTICLE I -- MEETINGS OF STOCKHOLDERS
 
      1.1 PLACE OF MEETINGS. Meetings of stockholders of ZipRealty, Inc. (the
"COMPANY") shall be held at any place, within or outside the State of Delaware,
designated by the Company's board of directors (the "BOARD"). The Board may, in
its sole discretion, determine that a meeting of stockholders shall not be held
at any place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the Company's principal executive office.
 
      1.2 ANNUAL MEETING. An annual meeting of stockholders shall be held for
the election of directors at such date and time as may be designated by
resolution of the Board of Directors from time to time. Any other proper
business may be transacted at the annual meeting. The Company shall not be
required to hold an annual meeting of stockholders provided that (i) the
stockholders are permitted to act by written consent under the Company's
certificate of incorporation and these bylaws, (ii) the stockholders take action
by written consent to elect directors and (iii) the stockholders unanimously
consent to such action or, if such consent is less than unanimous, all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and are filled by such action.
 
      1.3 SPECIAL MEETING. A special meeting of the stockholders may be called
at any time by the Board, chairperson of the Board, chief executive officer or
president (in the absence of a chief executive officer) or by one or more
stockholders holding shares in the aggregate entitled to cast not less than 10%
of the votes at that meeting.
 
      If any person(s) other than the Board calls a special meeting, the request
shall:
 
            (i) be in writing;
 
            (ii) specify the time of such meeting and the general nature of the
business proposed to be transacted; and
 
            (iii) be delivered personally or sent by registered mail or by
facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the Company.
 
      The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of SECTIONS 1.4 and 1.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling
 
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the meeting. No business may be transacted at such special meeting other than
the business specified in such notice to stockholders. Nothing contained in this
paragraph of this SECTION 1.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board
may be held.
 
      1.4 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with either SECTION
1.5 or SECTION 7.1 of these bylaws not less than 10 or more than 60 days before
the date of the meeting to each stockholder entitled to vote at such meeting.
The notice shall specify the place, if any, date and hour of the meeting, the
means of remote communication, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
 
      1.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of
stockholders shall be given:
 
            (i) if mailed, when deposited in the United States mail, postage
prepaid, directed to the stockholder at his or her address as it appears on the
Company's records; or (ii) if electronically transmitted as provided in SECTION
7.1 of these bylaws.
 
      An affidavit of the secretary or an assistant secretary of the Company or
of the transfer agent or any other agent of the Company that the notice has been
given by mail or by a form of electronic transmission, as applicable, shall, in
the absence of fraud, be prima facie evidence of the facts stated therein. 1.6
QUORUM. Except as otherwise provided by law, the certificate of incorporation or
these bylaws, at each meeting of stockholders the presence in person or by proxy
of the holders of shares of stock having a majority of the votes which could be
cast by the holders of all outstanding shares of stock entitled to vote at the
meeting shall be necessary and sufficient to constitute a quorum. If, however,
such quorum is not present or represented at any meeting of the stockholders,
then either (i) the chairperson of the meeting, or (ii) the stockholders
entitled to vote at the meeting, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present or represented.
 
      1.7 ADJOURNED MEETING; NOTICE. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of the adjourned meeting if the time, place
if any thereof, and the means of remote communications if any by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned meeting are announced at the meeting at which the adjournment is
taken. At the continuation of the adjourned meeting, the Company may transact
any business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.
 
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      1.8 CONDUCT OF BUSINESS. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairperson designated by the Board of Directors, or in the absence
of such designation by a chairperson chosen at the meeting. The Secretary shall
act as secretary of the meeting, but in his or her absence the chairperson of
the meeting may appoint any person to act as secretary of the meeting. The
chairperson of any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of business.
 
      1.9 VOTING. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of SECTION
1.11 of these bylaws, subject to Section 217 (relating to voting rights of
fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to
voting trusts and other voting agreements) of the DGCL.
 
      Except as may be otherwise provided in the certificate of incorporation or
these bylaws, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder. Voting at meetings of stockholders need
not be by written ballot and need not be conducted by inspectors of election
unless so determined by the holders of shares of stock having a majority of the
votes which could be cast by the holders of all outstanding shares of stock
entitled to vote thereon which are present in person or by proxy at such
meeting. At all meetings of stockholders for the election of directors a
plurality of the votes cast shall be sufficient to elect. All other elections
and questions shall, unless otherwise provided by law, the certificate of
incorporation or these bylaws, be decided by the vote of the holders of shares
of stock having a majority of the votes which could be cast by the holders of
all shares of stock entitled to vote thereon which are present in person or
represented by proxy at the meeting.
 
      1.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless
otherwise provided in the certificate of incorporation, any action required by
the DGCL to be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.
 
      Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Company as provided
in Section 228 of the DGCL. In the event that the action which is consented to
is such as would have required the filing of a certificate under any provision
of the DGCL, if such action had been voted on by stockholders at a meeting
thereof, the certificate filed under such provision shall state, in lieu of any
statement
 
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required by such provision concerning any vote of stockholders, that written
consent has been given in accordance with Section 228 of the DGCL.
 
      1.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. In order
that the Company may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or entitled to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date:
 
            (i) in the case of determination of stockholders entitled to notice
of or to vote at any meeting of stockholders or adjournment thereof, shall,
unless otherwise required by law, not be more than sixty nor less than ten days
before the date of such meeting;
 
            (ii) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and
 
            (iii) in the case of determination of stockholders for any other
action, shall not be more than sixty days prior to such other action.
 
      If no record date is fixed by the Board of Directors:
 
            (i) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held;
 
            (ii) the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting when no prior
action of the Board of Directors is required by law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Company in accordance with applicable law, or, if
prior action by the Board of Directors is required by law, shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action; and
 
            (iii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
 
      A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting..
 
      1.12 PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or
 
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persons to act for such stockholder by proxy authorized by an instrument in
writing or by a transmission permitted by law filed in accordance with the
procedure established for the meeting, but no such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212 of the DGCL.
 
      1.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of
the stock ledger of the Company shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The Company shall not be required to include electronic mail
addresses or other electronic contact information on such list. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting for a period of at least 10 days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the Company's principal executive office. In
the event that the Company determines to make the list available on an
electronic network, the Company may take reasonable steps to ensure that such
information is available only to stockholders of the Company. If the meeting is
to be held at a place, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting. Such list shall presumptively determine
the identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.
 
                            ARTICLE II -- DIRECTORS
 
      2.1 POWERS. Subject to the provisions of the DGCL and any limitations in
the certificate of incorporation or these bylaws relating to action required to
be approved by the stockholders or by the outstanding shares, the business and
affairs of the Company shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.
 
      2.2 NUMBER OF DIRECTORS. The number of directors shall be determined from
time to time by resolution of the Board, provided the Board shall consist of at
least one member. No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of office
expires.
 
      2.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. Except as
provided in SECTION 2.4 of these bylaws, directors shall be elected at each
annual meeting of stockholders to hold office until the next annual meeting.
Directors need not be stockholders unless so required by the certificate of
incorporation or these bylaws. The certificate of incorporation or these bylaws
may prescribe other qualifications for directors. Each director, including a
director elected to fill a
 
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vacancy, shall hold office until such director's successor is elected and
qualified or until such director's earlier death, resignation or removal.
 
      2.4 RESIGNATION AND VACANCIES. Any director may resign at any time upon
notice given in writing or by electronic transmission to the Company. When one
or more directors so resigns and the resignation is effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in this Section in the
filling of other vacancies.
 
         Unless otherwise provided in the certificate of incorporation or these
bylaws:
 
            (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.
 
            (ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
certificate of incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by a sole
remaining director so elected.
 
      If at any time, by reason of death or resignation or other cause, the
Company should have no directors in office, then any officer or any stockholder
or an executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the
provisions of the certificate of incorporation or these bylaws, or may apply to
the Court of Chancery for a decree summarily ordering an election as provided in
Section 211 of the DGCL.
 
      If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole Board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least 10% of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office as aforesaid, which election shall be
governed by the provisions of Section 211 of the DGCL as far as applicable.
 
      2.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings,
both regular and special, either within or outside the State of Delaware.
 
      Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board, or any committee, by means of conference
telephone or other communications equipment by means of
 
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which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
 
      2.6 REGULAR MEETINGS. Regular meetings of the Board may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
 
      2.7 SPECIAL MEETINGS; NOTICE.
 
      Special meetings of the Board for any purpose or purposes may be called at
any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or any two directors.
 
      Notice of the time and place of special meetings shall be:
 
            (i) delivered personally by hand, by courier or by telephone;
 
            (ii) sent by United States first-class mail, postage prepaid;
 
            (iii) sent by facsimile; or
 
            (iv) sent by electronic mail,
 
directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
Company's records.
 
      If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
Company's principal executive office) nor the purpose of the meeting.
 
      2.8 QUORUM. At all meetings of the Board, a majority of the total number
of directors shall constitute a quorum for the transaction of business. The vote
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board, except as may be otherwise specifically
provided by statute, the certificate of incorporation or these bylaws. If a
quorum is not present at any meeting of the Board, then the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
 
      A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.
 
      2.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all
 
<PAGE>
 
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.
 
      2.10 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by
the certificate of incorporation or these bylaws, the Board shall have the
authority to fix the compensation of directors. 2.11 APPROVAL OF LOANS TO
OFFICERS. The Company may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Company or of its
subsidiary, including any officer or employee who is a director of the Company
or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty
or assistance may reasonably be expected to benefit the Company. The loan,
guaranty or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the Board shall approve, including,
without limitation, a pledge of shares of stock of the Company.
 
      2.12 REMOVAL OF DIRECTORS. Unless otherwise restricted by statute, the
certificate of incorporation or these bylaws, any director or the entire Board
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.
 
      No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.
 
                            ARTICLE III -- COMMITTEES
 
      3.1 COMMITTEES OF DIRECTORS. The Board may designate one or more
committees, each committee to consist of one or more of the directors of the
Company. The Board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board or in these bylaws, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Company, and may authorize the seal of the
Company to be affixed to all papers that may require it; but no such committee
shall have the power or authority to (i) approve or adopt, or recommend to the
stockholders, any action or matter expressly required by the DGCL to be
submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw
of the Company,
 
      3.2 COMMITTEE MINUTES. Each committee shall keep regular minutes of its
meetings and report the same to the Board when required.
 
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 3.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of:
 
            (i)   SECTION 2.5 (place of meetings and meetings by telephone);
 
            (ii)  SECTION 2.6 (regular meetings);
 
            (iii) SECTION 2.7 (special meetings and notice);
 
            (iv)  SECTION 2.8 (quorum);
 
            (v)   SECTION 6.10 (waiver of notice); and
 
            (vi)  SECTION 2.9 (action without a meeting)
 
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:
 
            (i) the time of regular meetings of committees may be determined
either by resolution of the Board or by resolution of the committee;
 
            (ii) special meetings of committees may also be called by resolution
of the Board; and
 
            (iii) notice of special meetings of committees shall also be given
to all alternate members, who shall have the right to attend all meetings of the
committee. The Board may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.
 
                             ARTICLE IV -- OFFICERS
 
      4.1 OFFICERS. The officers of the Company shall be a president and a
secretary. The Company may also have, at the discretion of the Board, a
chairperson of the Board, a vice chairperson of the Board, a chief executive
officer, a chief financial officer or treasurer, one or more vice presidents,
one or more assistant vice presidents, one or more assistant treasurers, one or
more assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws. Any number of offices may be
held by the same person.
 
      4.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the
Company, except such officers as may be appointed in accordance with the
provisions of SECTIONS 4.3 and 4.5 of these bylaws, subject to the rights, if
any, of an officer under any contract of employment.
 
      4.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the chief
executive officer or, in the absence of a chief executive officer, the
president, to appoint, such other officers and agents as the business of the
Company may require. Each of such officers and agents shall hold
 
<PAGE>
 
office for such period, have such authority, and perform such duties as are
provided in these bylaws or as the Board may from time to time determine.
 
      4.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed, either
with or without cause, by an affirmative vote of the majority of the Board at
any regular or special meeting of the Board or, except in the case of an officer
chosen by the Board, by any officer upon whom such power of removal may be
conferred by the Board.
 
         Any officer may resign at any time by giving written notice to the
Company. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice. Unless otherwise specified
in the notice of resignation, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Company under any contract to which the officer is a
party.
 
      4.5 VACANCIES IN OFFICES. Any vacancy occurring in any office of the
Company shall be filled by the Board or as provided in SECTION 4.2.
 
      4.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairperson of the
Board, the president, any vice president, the treasurer, the secretary or
assistant secretary of the Company, or any other person authorized by the Board
or the president or a vice president, is authorized to vote, represent, and
exercise on behalf of the Company all rights incident to any and all shares of
any other corporation or corporations standing in the name of the Company. The
authority granted herein may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.
 
      4.7 AUTHORITY AND DUTIES OF OFFICERS. All officers of the Company shall
respectively have such authority and perform such duties in the management of
the business of the Company as may be designated from time to time by the Board
or the stockholders and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board.
 
                        ARTICLE V -- RECORDS AND REPORTS
 
      5.1 MAINTENANCE AND INSPECTION OF RECORDS. The Company shall, either at
its principal executive office or at such place or places as designated by the
Board, keep a record of its stockholders listing their names and addresses and
the number and class of shares held by each stockholder, a copy of these bylaws
as amended to date, accounting books, and other records.
 
      Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
Company's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent
 
<PAGE>
 
so to act on behalf of the stockholder. The demand under oath shall be directed
to the Company at its registered office in Delaware or at its principal
executive office.
 
      5.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine
the Company's stock ledger, a list of its stockholders, and its other books and
records for a purpose reasonably related to his or her position as a director.
The Court of Chancery is hereby vested with the exclusive jurisdiction to
determine whether a director is entitled to the inspection sought. The Court may
summarily order the Company to permit the director to inspect any and all books
and records, the stock ledger, and the stock list and to make copies or extracts
therefrom. The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.
 
      5.3 ANNUAL REPORT. The Company shall cause an annual report to be sent to
the stockholders of the Company to the extent required by applicable law. If and
so long as there are fewer than 100 holders of record of the Company's shares,
the requirement of sending of an annual report to the stockholders of the
Company is expressly waived (to the extent permitted under applicable law).
 
                         ARTICLE VI -- GENERAL MATTERS
 
      6.1 STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the Company
shall be represented by certificates, provided that the Board may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Company. Notwithstanding the adoption of such a resolution by the Board, every
holder of stock represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Company by the chairperson or vice-chairperson of the Board, or
the president or vice-president, and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the Company representing the
number of shares registered in certificate form. Any or all of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Company with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
 
         The Company may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the Company in the
case of uncertificated partly paid shares, the total amount of the consideration
to be paid therefor and the amount paid thereon shall be stated. Upon the
declaration of any dividend on fully paid shares, the Company shall declare a
dividend upon partly paid shares of the same class, but only upon the basis of
the percentage of the consideration actually paid thereon.
 
<PAGE>
 
      6.2 SPECIAL DESIGNATION ON CERTIFICATES. If the Company is authorized to
issue more than one class of stock or more than one series of any class, then
the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate that the Company shall issue to represent such class or series of
stock; provided, however, that, except as otherwise provided in Section 202 of
the DGCL, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the Company shall issue to represent such
class or series of stock a statement that the Company will furnish without
charge to each stockholder who so requests the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
 
      6.3 LOST CERTIFICATES. Except as provided in this SECTION 6.3, no new
certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the Company and cancelled at the
same time. The Company may issue a new certificate of stock or uncertificated
shares in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Company may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Company a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.
 
      6.4 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the DGCL shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.
 
      6.5 DIVIDENDS. The Board, subject to any restrictions contained in either
(i) the DGCL, or (ii) the certificate of incorporation, may declare and pay
dividends upon the shares of its capital stock. Dividends may be paid in cash,
in property, or in shares of the Company's capital stock.
 
      The Board may set apart out of any of the funds of the Company available
for dividends a reserve or reserves for any proper purpose and may abolish any
such reserve. Such purposes shall include but not be limited to equalizing
dividends, repairing or maintaining any property of the Company, and meeting
contingencies.
 
      6.6 FISCAL YEAR. The fiscal year of the Company shall be fixed by
resolution of the Board and may be changed by the Board.
 
      6.7 SEAL. The Company may adopt a corporate seal, which shall be adopted
and which may be altered by the Board. The Company may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
 
<PAGE>
 
      6.8 STOCK TRANSFER AGREEMENTS. The Company shall have power to enter into
and perform any agreement with any number of stockholders of any one or more
classes of stock of the Company to restrict the transfer of shares of stock of
the Company of any one or more classes owned by such stockholders in any manner
not prohibited by the DGCL.
 
      6.9 REGISTERED STOCKHOLDERS. The Company:
 
            (i) shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to vote
as such owner;
 
            (ii) shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares; and
 
            (iii) shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of another person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.
 
      6.10 WAIVER OF NOTICE. Whenever notice is required to be given under any
provision of the DGCL, the certificate of incorporation or these bylaws, a
written waiver, signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time of the event for which notice is to be given, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice or any waiver by electronic transmission unless so required by
the certificate of incorporation or these bylaws.
 
                ARTICLE VII -- NOTICE BY ELECTRONIC TRANSMISSION
 
      7.1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by
which notice otherwise may be given effectively to stockholders pursuant to the
DGCL, the certificate of incorporation or these bylaws, any notice to
stockholders given by the Company under any provision of the DGCL, the
certificate of incorporation or these bylaws shall be effective if given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the Company. Any such consent shall be deemed revoked if:
 
            (i) the Company is unable to deliver by electronic transmission two
consecutive notices given by the Company in accordance with such consent; and
 
            (ii) such inability becomes known to the secretary or an assistant
secretary of the Company or to the transfer agent, or other person responsible
for the giving of notice.
 
<PAGE>
 
However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.
 
      Any notice given pursuant to the preceding paragraph shall be deemed
given:
 
            (i) if by facsimile telecommunication, when directed to a number at
which the stockholder has consented to receive notice;
 
            (ii) if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice;
 
            (iii) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice; and (iv) if by any
other form of electronic transmission, when directed to the stockholder.
 
      An affidavit of the secretary or an assistant secretary or of the transfer
agent or other agent of the Company that the notice has been given by a form of
electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein. 7.2 DEFINITION OF ELECTRONIC TRANSMISSION. An
"electronic transmission" means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.
 
      7.3 INAPPLICABILITY. Notice by a form of electronic transmission shall not
apply to Sections 164, 296, 311, 312 or 324 of the DGCL.
 
                        ARTICLE VIII -- INDEMNIFICATION
 
      8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company shall indemnify
and hold harmless, to the fullest extent permitted by the DGCL as it presently
exists or may hereafter be amended, any director or officer of the Company who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "PROCEEDING") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director, officer,
employee or agent of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person in connection with any
such Proceeding. The Company shall be required to indemnify a person in
connection with a Proceeding initiated by such person only if the Proceeding was
authorized by the Board.
 
<PAGE>
 
      8.2 INDEMNIFICATION OF OTHERS. The Company shall have the power to
indemnify and hold harmless, to the extent permitted by applicable law as it
presently exists or may hereafter be amended, any employee or agent of the
Company who was or is made or is threatened to be made a party or is otherwise
involved in any Proceeding by reason of the fact that he or she, or a person for
whom he or she is the legal representative, is or was an employee or agent of
the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person in connection with any such Proceeding.
 
      8.3 PREPAYMENT OF EXPENSES. The Company shall pay the expenses incurred by
any officer or director of the Company, and may pay the expenses incurred by any
employee or agent of the Company, in defending any Proceeding in advance of its
final disposition; provided, however, that the payment of expenses incurred by a
person in advance of the final disposition of the Proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it
should be ultimately determined that the person is not entitled to be
indemnified under this ARTICLE VIII or otherwise.
 
      8.4 DETERMINATION; CLAIM. If a claim for indemnification or payment of
expenses under this ARTICLE VIII is not paid in full within sixty days after a
written claim therefor has been received by the Company the claimant may file
suit to recover the unpaid amount of such claim and, if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Company shall have the burden of proving that the claimant
was not entitled to the requested indemnification or payment of expenses under
applicable law.
 
      8.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this
ARTICLE VIII shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise. 8.6 INSURANCE. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Company would have the power to indemnify
him or her against such liability under the provisions of the DGCL.
 
      8.7 OTHER INDEMNIFICATION. The Company's obligation, if any, to indemnify
any person who was or is serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, enterprise
or non-profit entity shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise.
 
<PAGE>
 
      8.8 AMENDMENT OR REPEAL. Any repeal or modification of the foregoing
provisions of this ARTICLE VIII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
 
                            ARTICLE IX -- AMENDMENTS
 
      These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the Company may, in its certificate of incorporation,
confer the power to adopt, amend or repeal bylaws upon the directors. The fact
that such power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
bylaws.